Browse EX-10 agreements

________, 2026

B&R Technology Merger Corp.

2300 West Sahara Avenue

Las Vegas, NV 89102

Re: Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between B&R Technology Merger Corp., a Cayman Islands exempted company (the “Company”) and Citigroup Global Markets Inc. as the underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 37,375,000 of the Company’s units (including up to 4,875,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Pub

…

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _____, 2026 is made and entered into by and among B&R Technology Merger Corp., a Cayman Islands exempted company (the “Company”), B&R Technology Sponsor LLC (Cayman), a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

WHEREAS, the Sponsor owns an aggregate of 12,458,333 of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”) up to 1,625,000 of which may be surrendered to the Company for no consideration depending on the extent to which the underwriter of the Company’s initial public offering exercises its over-allotment option;

…

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 30, 2026, by and between AVALON GLOBOCARE CORP., a Delaware corporation, with headquarters located at 4400 Route 9 South, Suite 3100, Freehold, NJ 07728 (the “Company”), and the investor identified n the signature page thereto (the “Buyer”, and collectively with the Company, the “Parties”).

 

WHEREAS:

 

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;

…

SECURITIES PURCHASE AGREEMENT

 

dated as of June 26, 2026

 

by and among

 

NARAYAN POWERTECH PRIVATE LIMITED

 

and

 

THE PERSONS LISTED IN EXHIBIT A

 

and

 

MOLD-TECH SINGAPORE PTE. LTD.

 

and

 

STANDEX INTERNATIONAL CORPORATION

 

 

 

 

---

 

 

TABLE OF CONTENTS

 

 

ARTICLE I DEFINITIONS AND DEFINITIONAL PROVISIONS

1

 

 

Section 1.1

Defined Terms

1

Section 1.2

Other Defined Terms

6

Section 1.3

Other Definitional Provisions

7

Section 1.4

Captions

7

 

 

ARTICLE II PURCHASE AND SALE

7

 

 

Section 2.1

Closing Purchase and Sale

7

Section 2.2

Closing

7

Section 2.3

Closing Consideration

8

Section 2.4

Payment at the Closing

8

Section 2.5

Closing Deliverables

8

Section 2.6

Termination of Shareholders’ Agreement

9

Section 2.7

Post-Closing Deliverables

9

 

 

ARTICLE III REPRESENTATIONS AND WARRANTIES RELATED TO THE SELLING PARTIES

10

 

 

Section 3.1

Authorization; Enforceability; Absence of Conflicts

10

Section 3.2

Title to Securities

10

Section 3.3

Litigation

11

…

COMMON STOCK PURCHASE AGREEMENT

 

Dated as of June 30, 2026

 

by and between

 

PERASO INC.

 

and

 

ROTH PRINCIPAL INVESTMENTS, LLC

 

 

 

 

 

 

 

 

 

 

 

Table of Contents

 

 

 

Page

ARTICLE I DEFINITIONS

 

1

 

 

 

 

ARTICLE II PURCHASE AND SALE OF COMMON STOCK

 

2

Section 2.1.

Purchase and Sale of Stock

 

2

Section 2.2.

Closing Date; Settlement Dates

 

2

Section 2.3.

Initial Public Announcements and Required Filings

 

2

 

 

 

 

ARTICLE III PURCHASE TERMS

 

3

Section 3.1.

Market Open Purchases

 

3

Section 3.2.

Intraday Purchases

 

4

Section 3.3

Extended Hours Purchases

 

5

Section 3.4.

Settlement

 

7

Section 3.5.

Compliance with Rules of Trading Market.

 

8

Section 3.6.

Beneficial Ownership Limitation

 

9

 

 

 

 

ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR

 

9

Section 4.1.

Organization and Standing of the Investor

 

9

Section 4.2.

Authorization and Power

 

9

Section 4.3.

No Conflicts

 

10

Section 4.4.

Investment Purpose

 

10

Section 4.5.

…

REGISTRATION RIGHTS AGREEMENT

 

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 30, 2026, is by and between Roth Principal Investments, LLC, a Delaware limited liability company (the “Investor”), and Peraso Inc., a Delaware corporation (the “Company”).

 

RECITALS

 

A. The Company and the Investor have entered into that certain Common Stock Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company may issue, from time to time, to the Investor up to the lesser of (i) $25,000,000 in aggregate gross purchase price of newly issued shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), and (ii) the Exchange Cap (to the extent applicable under Section 3.5 of the Purchase Agreement), as provided for therein.

…

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 23, 2026, by and between AMERICAN REBEL HOLDINGS, INC., a Nevada corporation, with its address at 218 3rd Avenue North, #400, Nashville, TN 37201 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Buyer”).

 

WHEREAS:

 

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”); and

…

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

THE ISSUE PRICE OF THIS NOTE IS $152,950.00

THE ORIGINAL ISSUE DISCOUNT IS $19,950.00

Principal Amount: $152,950.00

 

Issue Date: June 23, 2026

Purchase Price: $133,000.00

 

 

PROMISSORY NOTE

…

HOME FEDERAL BANK

 

AMENDED AND RESTATED

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

FOR

JAMES R. BARLOW

 

 

     This Amended and Restated Supplemental Executive Retirement Agreement (the “Agreement”) is entered into effective as of the 1st day of July 2026, by and between Home Federal Bank (the “Bank”) and James R. Barlow (the “Executive”). This Agreement amends and restates the Supplemental Executive Retirement Agreement previously entered into by and between the Bank and the Executive as of December 13, 2017 (the “Prior Agreement”) and accelerates the vesting schedule set forth in the Prior Agreement.

 

PREAMBLE

…

Execution Version

 

TERM LOAN AGREEMENT

 

dated as of June 29, 2026

 

by and among

 

SUBSIDIARY HOLDINGS II, LLC, as the Borrower,

 

STRATEGIC YIELDCO LLC, as the Lender,

 

and

 

ALTER DOMUS (US) LLC, as Administrative Agent and Collateral Agent

 

 

 

 

 

TABLE OF CONTENTS

 

 

 

Page

 

 

 

Section 1.

DEFINITIONS AND INTERPRETATION

1

 

 

 

1.1

Definitions

1

1.2

Accounting Terms

20

1.3

Interpretation, etc.

21

1.4

Certifications

21

1.5

Divisions and Other Transactions

21

 

 

 

Section 2.

LOANS

21

 

 

 

2.1

Term Loans

21

2.2

Availability of Funds

22

2.3

Use of Proceeds

22

2.4

Evidence of Debt; Register; Notes

22

2.5

Interest on Loans

23

2.6

Default Interest

23

2.7

Fees

24

2.8

Scheduled Payments

24

2.9

Prepayments

24

2.10

Application of Prepayments

25

2.11

General Provisions Regarding Payments

25

2.12

[Reserved]

26

2.13

Increased Costs; Capital Adequacy

26

2.14

Taxes; Withholding, etc.

27

2.15

Obligation to Mitigate

31

2.16

…

June 19, 2026

 

MedTech Ceramics, LP

925 S. Capital of Texas HWY, B-200

Austin, TX 78746

Attention: Karl Kipke, General Partner

 

Re: Abeyance Shares and Warrant Exchange

 

Ladies and Gentlemen:

 

This letter agreement this “Agreement” confirms the agreement between SINTX Technologies, Inc., a Delaware corporation (the “Company”) and MedTech Ceramics, LP (“MedTech” or the “Holder”) regarding certain shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), currently held in abeyance for MedTech and the cancellation and replacement of MedTech’s September 2025 common stock purchase warrant.

 

1. Background

In connection with the Company’s September 2025 warrant inducement transaction, MedTech exercised certain outstanding warrants for cash. Because of MedTech’s 9.99% beneficial ownership limitation, the Company held 507,254 shares of Common Stock in abeyance for MedTech (the “Abeyance Shares”).

…

Document

Exhibit 10.1

Term Loan Credit Agreement

dated as of July 2, 2026

among

Sable Offshore Corp., as Borrower,

JPMorgan Chase Bank, N.A., as Administrative Agent,

and

The Lenders Party Hereto

JPMorgan Chase Bank, N.A.,

as Lead Arranger and Bookrunner

---

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS AND ACCOUNTING MATTERS

1

Section 1.01

Terms Defined Above

1

Section 1.02

Certain Defined Terms

1

Section 1.03

[Reserved]

29

Section 1.04

Terms Generally; Rules of Construction

29

Section 1.05

Accounting Terms and Determinations; GAAP

29

Section 1.06

[Reserved]

30

Section 1.07

Divisions

30

ARTICLE II THE CREDITS

30

Section 2.01

Term Borrowings

30

Section 2.02

Loans and Borrowings; Evidence of Debt

30

Section 2.03

Requests for Borrowings

31

Section 2.04

[Reserved]

31

Section 2.05

Funding of Borrowings

31

Section 2.06

Termination of Commitments

32

Section 2.07

[Reserved]

32

Section 2.08

[Reserved]

32

Section 2.09

Defaulting Lenders

32

ARTICLE III PAYMENTS OF PRINCIPAL AND INTEREST; PREPAYMENTS; FEES

33

…